I was writing back and forth with Respert24 about the S3 and what it means. He expressed the idea that maybe the S3 is primarily a backstop, and a tool to use for leverage in negotiating -- that CYDY might never decide they want it to become effective.

Here's what Respert wrote:

Quote:

---

I asked chat if there was any language in the S3 that might show Cytodyn is planning to amend the S3 before using it. Here's the response:

Quote:

---

In the text included in the July 25, 2025 Form S-3, CytoDyn clearly states:

"The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective ..."

** What this means:** That language is an explicit delaying mechanism—commonly known as a "delaying amendment." By including it, CytoDyn indicates that the registration statement will not become effective immediately upon filing but instead will only become effective upon either: Filing a subsequent amendment that triggers Section 8(a) of the Securities Act, Or the SEC staff determining an effective date.

In other words, they are opting to delay its effectiveness intentionally, rather than allowing it to go effective automatically upon filing.

---

So it might just be a bargaining tool and backstop for us financially should a partnership not materialize. There's nothing that says the company can't sign a licensing deal with a partner without giving them equity at a premium. It happens a lot where the company partnering offers up front money, milestones, and then of course negotiates some rights about how everything unfolds. No equity investment via shares. Of course it happens the other way around as well.

I feel like maybe the idea that these mixed shares are going to absolutely be either $2 or $4 shares sold to Merck is both plausible and a wild ass guess. It's based on the idea that we can't get money that matches our value when the share price is sitting so low. But I think that whole idea came about because of the idea that there could be a buyout. How could we get say, $15/share if we're sitting at .30? Wouldn't happen. But if they start with a licensing deal and buy equity at a premium it would allow a much larger chunk of money to be invested on the front end and then our price jumps up to a respectable price and after a little more data comes out that cements the potential they can now buy us out at a 2-3x and it will look like a steal at $15/share.

---